valid as on 20/07/2018

Regulation 5A. Delisting offer
Effective date 24.03.2015

5A. (1) Notwithstanding anything contained in these regulations, in the event the acquirer makes a public announcement of an open offer for acquiring shares of a target company in terms of regulations 3, 4 or 5, he may delist the company in accordance with provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009:

Provided that the acquirer shall have declared upfront his intention to so delist at the time of making the detailed public statement.

(2) Where an offer made under sub-regulation (1) is not successful,-

(i) on account of non–receipt of prior approval of shareholders in terms of clause (b) of sub-regulation (1) of regulation 8 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or

(ii) in terms of regulation 17 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or

(iii) on account of the acquirer rejecting the discovered price determined by the book building process in terms of sub-regulation (1) of regulation 16 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the acquirer shall make an announcement within two working days in respect of such failure in all the newspapers in which the detailed public statement was made and shall comply with all applicable provisions of these regulations.

(3) In the event of the failure of the delisting offer made under sub-regulation(1), the acquirer, through the manager to the open offer, shallwithin five working days from the date of the announcement under sub-regulation(2), file with the Board, a draft of the letter of offer as specified insub-regulation (1) of regulation 16 and shall comply with all other applicableprovisions of these regulations: Provided that the offer price shall stand enhanced by an amount equal to asum determined at the rate of ten per cent per annum for the period betweenthe scheduled date of payment of consideration to the shareholders and theactual date of payment of consideration to the shareholders Explanation: For the purpose of this sub-regulation, scheduled date shall bethe date on which the payment of consideration ought to have been made tothe shareholders in terms of the timelines in these regulations.

(4) Where a competing offer is made in terms of sub-regulation (1) ofregulation 20,-

(a) the acquirer shall not be entitled to delist the company;

(b) the acquirer shall not be liable to pay interest to the shareholders onaccount of delay due to competing offer;

(c) the acquirer shall comply with all the applicable provisions of theseregulations and make an announcement in this regard, within twoworking days from the date of public announcement made in terms ofsub-regulation (1) of regulation 20, in all the newspapers in which thedetailed public statement was made.

(5) Shareholders who have tendered shares in acceptance of the offer madeunder sub-regulation (1), shall be entitled to withdraw such shares tendered,within 10 working days from the date of the announcement under sub-regulation(2) .

(6) Shareholders who have not tendered their shares in acceptance of theoffer made under sub-regulation (1) shall be entitled to tender their shares inacceptance of the offer made under these regulations.

Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2015, w.e.f. 24-03-2015. To view the notification,Click Here

SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2015, w.e.f. 24-03-2015.


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